Scribd Uploader Agreement

PLEASE READ THIS UPLOADER CONTENT AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE UPLOADING CONTENT (“USER CONTENT”) TO BE MADE AVAILABLE TO SCRIBD USERS VIA THE SCRIBD PLATFORM, FOR FREE OR FOR A CHARGE AT YOUR DESIGNATION.

IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT UPLOAD, PUBLISH OR DISTRIBUTE, USER CONTENT ON THE SCRIBD PLATFORM.

1. ELIGIBILITY

In order to upload User Content to Scribd, You must: (i) register for an account on the Scribd Platform (Your “Scribd Account”); (ii) be at least 18 years of age (or the age of majority in your state of residence if it is other than 18) and, if You are uploading User Content to Scribd on behalf of an organization, You must be an authorized representative of such organization with the authority to bind such organization to these terms and agree to these terms on behalf of such organization; and (iii) Your Scribd Account must be active and in good standing (among other things, this means that Your account cannot be restricted or suspended.).Scribd reserves the right to refuse participation to any applicant or participant at any time in its sole discretion.

2. INCORPORATION BY REFERENCE

The following additional Scribd terms, policies, and guidelines are expressly incorporated herein and form a binding part of this Agreement as if reproduced fully herein:

Scribd will solely control the Scribd Platform and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, in its sole discretion. Scribd reserves the right to remove or delete any particular piece of User Content from the Scribd Platform at any time, at its sole discretion, without cause and without notice to You.

4. AUTHORIZATION TO UPLOAD

Subject to Your full and timely compliance with all of the terms and conditions set out in this Agreement, Scribd hereby authorizes You to use the Scribd Platform for the uploading and distributing of authorized digital content, including electronic documents (“User Content”). User Content is uploaded at Your own risk. Notwithstanding anything to the contrary herein, Scribd does not guarantee that there will be no unauthorized copying or distribution of User Content nor will Scribd be liable for any unauthorized copying or usage of the User Content.

5. PROHIBITED USES

Your authorization to use the Scribd Platform for the uploading and distribution of User Content is subject to the following restrictions:

(i) You may not share, copy, adapt, redistribute, reconfigure, modify, create derivative works from, resell, profit from, or otherwise exploit content accessed through Scribd's subscription service other than as permitted by Scribd; or

(ii) You may not act in any way that violates any guidelines, or any other agreement between Scribd and Yourself, or engage in any action or practice that disparages or devalues Scribd’s reputation or goodwill.

You acknowledge that any attempted or actual violation of any of the foregoing is a material breach of this Agreement and that Scribd may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

6. GRANT OF LICENSE TO SCRIBD IN USER CONTENT

By uploading User Content via the Scribd Platform, you hereby grant to Scribd a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, license (with the right to grant and authorize sublicenses) to host, transfer, display, perform, reproduce, distribute, compress or convert for distribution, monetize, charge money for, restrict access to view, restrict access to download, advertise against, and otherwise exploit Your User Content, in any media formats and through any media channels, in order to publish and promote such User Content in connection with services offered or to be offered by Scribd. Such license will apply to any form, media, or technology now known or hereafter developed. Whether your content is uploaded under the free access or paid access terms, you grant Scribd the right to restrict access to view or to download your content (for example, without limitation, to paying users) and to charge users for access to your content, subject to certain configuration options provided to you by Scribd, Subject to the terms and limitations set forth herein, you may terminate this grant of license to Scribd as to any specific piece of User Content by removing or deleting that piece of User Content from the Scribd Platform; provided, however, that it is understood and agreed that Scribd may retain a copy of any User content as necessary to make it available to any other user who has paid for that access, and provided further that Scribd may, but is not required to, retain indefinitely a copy of any User Content for archival purposes.

7. GRANT OF LICENSE TO OTHER SCRIBD USERS

By uploading User Content via the Scribd Platform, you hereby grant to each User who is authorized to access Your User Content a non-exclusive license to access and use Your User Content under the terms indicated by You when You uploaded such User Content (e.g., free access or paid access). Notwithstanding the foregoing, You hereby grant to each such User at least a limited, non-exclusive, license to view, download (including, without limitation, download to a portable device, but subject to download restrictions either made by Scribd or by you), print and have printed such User Content for personal use in the manner contemplated by this Agreement and the Scribd Platform. If your content is uploaded under a paid access model, you additionally grant to all Users (including Users not authorized to access the content), a license to view a limited Preview of your content, as specified by your document preview settings.The foregoing license granted by You terminates as to a specific piece of User Content once You remove or delete such User Content from the Scribd Platform provided, however, that User rights to such User Content arising out of distributions occurring on or prior to deletion of such User Content from the Scribd Platform survive any termination or expiration of the license granted in this section 7.

8. RESERVATION OF RIGHTS

Subject to the licenses granted herein, You retain all of Your ownership rights in User Content uploaded and owned by You.

9. CONFIDENTIALITY

You agree not to disclose the Confidential Information of Scribd without Scribd’s prior written consent. For the purposes of this section, “Confidential Information” includes without limitation: (a) software, technology, specifications, guidelines, documentation or other materials relating to the Scribd Platform; (b) rates or statistics relating the Scribd Platform; and (c) any other information designated by Scribd as "confidential" or an equivalent designation, whether orally or in writing. You may accurately disclose the amount of Scribd’s gross payments to You.

10. TERM AND TERMINATION.

10.1 Term. The term of this Agreement will begin on the date You upload Your User Content and will continue until terminated in accordance with the provisions set forth in this Section 10 (the “Term”).

10.2 Termination. Scribd may, at its discretion and without cause, liability, or prior notice to You, immediately terminate this Agreement, Your Scribd Account, or suspend Your Scribd upload privileges at any time. You may terminate this Agreement by providing Scribd with written notification of intended termination through electronic mail at support@scribd.com. This Agreement will be deemed terminated by You fifteen (15) business days after Scribd’s receipt of such notification.

10.3 Effect of Termination. Upon termination of this Agreement, any provision which, by its nature or express terms, should survive will survive such termination or expiration.

10.4 Retiring User Content. If You choose to remove or delete Your User Content from the Scribd Platform it will not be available to Users following the date of such removal or deletion (the “Deletion Date”). Notwithstanding the foregoing or anything else to the contrary in this Agreement, ,Scribd may permit those Users that purchased Your User Content prior to the Deletion Date to continue to have access to Your User Content after the Deletion Date, and Scribd may continue to reproduce, display, host, and otherwise use such User Content as necessary to enable such access. Additionally, Users who have downloaded offline copies of Your User Content (including, without limitation to Scribd’s Mobile Applications), may continue to access that content.

11. YOUR REPRESENTATIONS AND WARRANTIES

You are solely responsible for Your User Content and the consequences of uploading and publishing them. By uploading and publishing Your User Content, You represent and warrant that:

(i) all of the information that You provide to Scribd under this Agreement is current and accurate;

(ii) You are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Scribd and Scribd’s Users to use Your User Content in the manner permitted herein;

(iii) Your User Content does not and will not slander, defame, or libel any other party, violate any other party’s publicity rights or trade secret rights, be obscene, or otherwise unlawful;

(iv) You have not entered into any other agreement that is in conflict with the terms of this Agreement;

(v) Your User Content does not contain any viruses, adware, spyware, worms, or other malicious code;

(vi)Your User Content is free of any digital rights management, including any software designed to limit the number of times User Content may be copied or played;

(vii) no claim has been asserted nor have any proceedings been instituted by any third party against You or Your predecessors in title for the infringement of intellectual property rights in Your User Content; and

12. SCRIBD DISCLAIMER OF WARRANTIES

In addition to the warranties disclaimed in the Scribd Terms of Use, Scribd expressly disclaims any warranty that the security measuresused to protect User Content used by Scribd herein will be effective. Scribd makes no assurances that such security measures will withstand attempts to evade security mechanisms or that there will be no cracks, disablements or other circumvention of such security measures.

13. RELATIONSHIP OF THE PARTIES; REMEDIES CUMULATIVE

The parties are independent contractors with respect to each other. This Agreement does not constitute and may not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. No party shall have any right to obligate or bind any other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.

14. CUSTOMER SERVICE

For assistance with questions regarding this Agreement, You can send us an email at support@scribd.com. Responses to emails will be provided as soon as possible.

15. UNITED STATES EXPORT CONTROLS

You shall not at any time upload any User Content that requires licenses or authorizations from any Government agencies. Relevant U.S. regulations include but are not limited to the State Department’s International Traffic in Arms Regulations and the Commerce Department’s Export Administration Regulations. You shall not post any ITAR-controlled technical data and other applicable information, including any official Department of Defense documents, on Scribd.com that have not been authorized for public release by the appropriate Government agency. It is your responsibility to ensure that you comply with these laws and do not post any item on Scribd.com that is not authorized for public release under the applicable laws, regulations and restrictions. Your rights under these Terms are contingent on Your compliance with this provision.

16. FREE CONTENT, CONTENT FOR SALE, AND FEES AND COMPENSATION.

16.1 When uploading User Content to the Scribd Platform, you have the option to make it available for free to Scribd Users or to make it available for sale. If you choose to make it available for sale via the Scribd Platform you may set the price you would like to receive from Scribd Users to access Your User Content via the Scribd Platform as described herein.

16.2 Payments. In order to purchase User Content on or through the Scribd Store, a User must possess either a valid credit card or a PayPal account (https://www.paypal.com). Subject to the deductions and withholdings set forth in this Agreement, if a User purchases Your User Content on or through the Scribd Store, Scribd will remit to You eighty percent (80%) of the price set by you, provided however that Scribd may deduct from the payments to be provided pursuant this Section $0.25 per sale for credit card fixed costs together with any credits for refunds or chargebacks as may be authorized herein. Payment shall be calculated solely based on records maintained by Scribd. No other measurements or statistics of any kind shall be accepted by Scribd or have any effect under this Agreement. Any payments to You hereunder shall be sent by Scribd within approximately thirty (30) days after the end of each calendar quarter, as long as you have provided valid payment information. If Scribd owes You less than $20 for sold User Content within a given quarter, Scribd reserves the right, at its discretion, to roll Your revenue forward to the following quarter until $20 is reached. In the event the Agreement is terminated, Scribd shall pay Your remaining earned balance to You within approximately ninety (90) days after the end of the calendar quarter in which the Agreement is terminated. The right to receive payments made under this Agreement to You may not be transferred or in any manner passed on to any third party by You. You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account.

16.3 Express Exemptions. Scribd shall not be liable for any payment if Your account information is not valid or up-to-date, or based on a result of any breach of this Agreement by You.

16.4 Chargebacks; Withheld Payments. Scribd reserves the right to charge back Your account for any payments otherwise due you as a result of sales of your User Content if You breach this Agreement (pending Scribd's reasonable investigation of any breach of this Agreement by You). In addition, Scribd reserves the right to withhold payment due to You for any amounts that Scribd decides to repay to Users in the event that Your User Content is removed from the site as provided herein. In the event of a breach of the representations or warranties made by you in Section 11 above, you will indemnify Scribd as provided in Section 13 of the Scribd Terms of Use and payments to you will be suspended until the claim is resolved.

16.6 Tax Matters. You are solely responsible for determination and payment of any U.S. federal, state, local or foreign taxes including, but not limited to, any sales or use taxes, required to be collected or paid in connection with the transactions contemplated by this Agreement and You shall indemnify Scribd against any and all such Taxes. You have reviewed with Your own tax advisors the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. You are relying solely on such advisors and not on any statements or representations of Scribd or any of its agents. Scribd shall be entitled to deduct and withhold from any payments pursuant to this Agreement in such amounts as may be required to be deducted or withheld therefrom pursuant to any provision of U.S. federal, state, local or foreign tax law or any applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

16.6 U.S. Taxpayers. If You are a U.S. taxpayer and receive payments from Scribd of $600 or more in a tax year, Scribd will issue You an Internal Revenue Service (“IRS”) Form 1099 reporting such payments. If requested by Scribd, You will need to complete and return via fax or mail an IRS Form W-9 (Request for Taxpayer Identification Number and Certification). If You receive payments from Scribd of less than $600 in a tax year, it is Your responsibility to report such payments to the IRS.

16.7 Non-U.S. Taxpayers. If You are a non-U.S. taxpayer and receive payments from Scribd, such payments shall be treated as royalty payments to You for U.S. federal income tax purposes and subject to withholding tax in an amount equal to 30% of such payment. You may be eligible for an exemption or for a reduced rate of withholding pursuant to an applicable tax treaty. If so, You must complete and submit a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for U.S. Tax Withholding) to Scribd and establish Your eligibility for such exemption or reduced rate of withholding.

16.8 No Other Fees; Dispute of Payments. Except as expressly set forth in Section 16.2, above, no other fees or royalties will be payable by Scribd to You under this Agreement , in connection with the Scribd Store, or the provision of other materials or services under this Agreement. Scribd may change its pricing and/or payment structure at any time. If you dispute any payment made under the Scribd Store, you must notify Scribd in writing within thirty (30) days of any such payment; failure to so notify Scribd shall result in the waiver by you of any claim relating to any such disputed payment.

16.9 Withholding Payments; Special Circumstances. Scribd reserves the right to withhold payment from You if (i) Your User Content is removed by Scribd for any reason; (ii) Your Scribd Account is suspended or restricted or Your access to the Scribd Platform is disabled; (iii) You violate the API Terms of Service, or the Scribd Platform Terms of Use, including any applicable guidelines; or (iv) Your User Content is the subject of allegations of infringement or other violations of law or the rights of third parties.